Tentative Ruling: DO WOO KIM, ET AL. VS HYUN JONG HAN, ET AL.

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                                Honorable Richard Rico                                             Wednesday—August 14, 2019
Department 17                                                                        Calendar No. 4
                                         PROCEEDIN'

         The Wilton Korean Presbyterian Church in Los Angeles et al v. Han
         et al.                                                                      Super 0}
                                                                                         c
         19STCV16827
         Demurrer to Complaint

                                     TENTAFEVE RULING                           L


This is a corporate governance dispute that arose among the members of the directors of
Plaintiff The Wilton Korean Presbyterian Church in Los Angeles, a nonprofit religious
entity (“Church”). (Compl. § 1.). As alleged in the Complaint, chairman of the board Do
Woo Kim (“Woo”) and secretary Do Rim Kim (“Rim”) are also Plaintiffs. (Compl. {§ 2-
3)
Church was originally founded by Pastor Steve Do Kim (“Steve”). (Compl. § 12.)
Church’s first board of directors was selected on February 26, 2006, and it consisted of
Steve, Plaintiff Woo, Plaintiff Rim, Defendant Yong Chul Cho (“Cho”), and nonparty
Won Bo Shim (“Shim”). (Compl. § 14.) Shim passed away in late 2017. Pastor Steve
passed away in January 2018. (Compl. §§ 12, 17.)

On January 7, 2018, Church hired Defendant Hyun Jong Han (“Han”) as its new pastor.
(Compl. § 20.) The Complaint alleges that Han, along with his Co-Defendants — Cho,
former employee Francis Kim (“Kim”), Thomas Chu (“Chu”), and Dae Won Park
(“Park”) — all subsequently took action to the detriment of Church. Specifically, the
Complaint alleges that Defendants (1) conspired to obtain, control, and misappropriate
the funds and/or properties of Church; (2) interfered with the control and/or management
of Church properties and accounts; (3) attempted to change the Statement of Information
of Church without board consent; and (4) interfered with Church’s worship services.
(Compl. {| 24-26.) On May 5, 2019, Pastor Han’s employment was terminated. (Compl
44.) On May 13, 2019, Church excommunicated Han, Cho!, and Kim. (Compl. § 4-6.)

These are the allegations in the Complaint. Given these allegations, Woo, Rim, and Cho
are the only current members of the board of directors “as Steve and Shim have both
passed away and no new directors have been selected yet.” (Compl. § 18.) However,
Defendants dispute Woo’s and Rim’s status as board members and their ability to act on
Church’s behalf. (Compl. § 28.) Plaintiffs seek an injunction that bars Defendants from,
among other things, taking any action on behalfof Church. (Compl. § 34.)

Accordingly, Plaintiffs seek a declaration that Woo and Rim, and not Defendants, are the
true directors of Church and the only ones with authority to act on Church’s behalf.
(Compl. § 28, 34.) Plaintiffs also assert claims for breach of fiduciary duty and

' Tt is unclear how Cho was excommunicated (Compl. § 5) but still remains a member of the Church board
of directors (Compl. § 18).